Confidentiality and Non-Circumvention Agreement Clauses

There are times when a business or corporation must keep trade secrets and
other confidential information secure even while not necessarily ever doing
business with whom they are considering. Without a Confidentiality Agreement or
some sort of Non-Disclosure Agreement, it is hard to begin discussions with future
business partners or vendors. Any Confidentiality Agreement or NDA should
define Confidential Information and also define what is not Confidential
Information.

However, you also want to make sure you restrict the recipient of your
confidential information from benefiting from the direct or indirect use or
exposure you give them to the Confidential Information. This allows you to not
only sue for the breach of the agreement if necessary, but also to allege that any
benefit obtained by the recipient through use of your Proprietary and
Confidential Information should be turned over to you for the benefit of your
business or company.

The first two provisions below are the typical provisions in a Confidentiality
Agreement. However, make sure the Non-Circumvention provision below is part
of your NDA or Confidentiality Agreement.

Nickolas C. Ekonomides
Attorney at Law
www.eko-law.com

Confidential Information

As used herein, “Confidential Information” shall mean all information, whether in

written, oral, electronic or other form, furnished or disclosed on or after the date
hereof by the Company to the Recipient, and specifically includes, but is not
limited to, all business and financial information, assets, marketing and strategic
plans, analysis, projections, reports, technologies, processes and operations,
compilations, forecasts, studies, lists, summaries, notes, data, legal and regulatory
permitting strategic analysis and plans relative to state and local law, all terms
and conditions included in any and all drafts of any agreement with respect to the
Business Opportunity, all customers, employees, suppliers, vendors, professionals

NICKOLAS C. EKONOMIDES, P.A. | CLEARWATER FLORIDA | 727-447-1075

involved with the Business Opportunity (“Contact Persons”), and all other
documents and materials concerning the Company and its affiliates, including the
terms of this Agreement, and any prices, fees, financing arrangements, and
schedules hereto. Confidential Information shall also include all information
related to the Business Opportunity provided by the Company to the Recipient
prior to the signing of this Agreement.

Non-Confidential Information

Confidential Information shall not include any of the following:

(a) such information in the public domain at the time of the disclosure, or which
subsequently comes within the public domain through no fault of the Recipient;
(b) such information which was in the possession of the Recipient at the time of
disclosure that was not acquired, directly or indirectly, from the Company;
(c) such information which the Recipient acquired from a third party who did not
require the Recipient to hold the same in confidence and who did not acquire
such information through breach of this Agreement; or
d) Information independently developed by the Recipient without use of any
Confidential Information.

Non-Circumvention

The Recipient shall not at any time prior to the expiration of three (3) years from
the date of this Agreement, without the prior written consent of the Company,
which consent the Company may withhold in its sole discretion, (a) attempt in any
manner to deal directly or indirectly in any manner with any of the Contact
Persons or other individuals or companies related to the Business Opportunity
including by having any part of or deriving any benefit from the Business
Opportunity or any aspect thereof, or (b) by-pass, compete, avoid, circumvent, or
attempt to circumvent the Company relative to Business Opportunity including by
utilizing any of the Confidential Information or by otherwise exploiting or deriving
any benefit from the Confidential Information.

Please Read Disclaimer www.eko-law.com/contact-florida-lawyer/disclaimer

NICKOLAS C. EKONOMIDES, P.A. | CLEARWATER FLORIDA | 727-447-1075